Employee Matters and Employee Benefit Plans. (a) In general, on and after the Effective Time, the Surviving Corporation shall provide the Hanover Employees who continue employment with the Surviving Corporation with employee benefits (excluding equity-based programs) that are substantially comparable, in the aggregate, to the employee benefits provided to Spinco Employees (of similar position or job category) under the Spinco Benefit Plans after the Effective Time; provided, however, that nothing herein will prevent the amendment or termination of any specific plan, program or arrangement, or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to comply with applicable Law. Notwithstanding the foregoing, nothing contained herein shall be construed as requiring, and Hanover shall take no action that would have the effect of requiring, the Surviving Corporation or any Affiliate to continue any specific employee benefit plan. Neither the Surviving Corporation nor any of its Affiliates shall be obligated, however, to continue to employ any Hanover Employees for any specific period of time following the Effective Time, subject to applicable Law.
Employee Matters and Employee Benefit Plans. (a) Purchaser 2 acknowledges and agrees that the Companies and their ERISA Affiliates shall be solely responsible for all liabilities arising out of or related to any Plans (including, without limitation, liabilities attributable to periods prior to the Closing); provided, however, that ARCap shall be solely responsible to pay the Phantom Unit Amount, and in connection therewith (i) ARCap Sellers jointly, but not severally, hereby assume the obligation of ARCap set forth in the foregoing clause (i), jointly agree to pay to ARCap, at the Closing, the Phantom Unit Amount in satisfaction of such assumption and direct Sellers Representative to pay to ARCap REIT, upon receipt of such funds from Purchaser 2, the full Phantom Unit Amount, (ii) ARCap and ARCap REIT represent, warrant and agree that payment of the Phantom Unit Amount to the participants under the Phantom Unit Plans shall be satisfied by payment by ARCap REIT at Closing of (Y) the Phantom Unit Amount (less the Phantom Escrow Cash) to such participants and (Z) the Phantom Escrow Cash to the Escrow Agent, in accordance with Sections 2.3(a)(vii) and 2.3(a)(viii), respectively, and (iii) ARCap REIT shall terminate, as of the Closing Date, the Phantom Unit Plans so that after payment by ARCap REIT of the Phantom Unit Amount, the Phantom Unit Plans and the interests of the participants thereunder have no further legal force and effect from and after the Closing (other than with respect to such participants' residual interest in the Phantom Escrow Cash).
Employee Matters and Employee Benefit Plans. (a) As of the date of this Agreement, the Company employs the respective number of full-time Employees and part-time Employees and engages the number of consultants and independent contractors set forth on Schedule 2.14(a). Schedule 2.14(a) sets forth with respect to each such officer, manager, employee, consultant and independent contractor the following: a detailed description of all compensation, including salary, bonus, severance obligations, profit sharing, incentive plan, phantom equity Contract or plan and deferred compensation paid or payable for each officer, manager, Employee, consultant and independent contractor of the Company; the work location; date of hire; leave of absence status; and, with respect to its employees, whether such employee is classified as exempt or non-exempt under the Fair Labor Standards Act or other applicable Law. To the Company’s Knowledge, no current, or former, consultant or independent contractor has a basis for a claim or any other allegation with respect to (i) the classification or misclassification thereof as a consultant or as an independent contractor or (ii) any other matter arising from or related to the contractual relationship between the Company and such consultant or independent contractor, including but not limited to wage and hour claims.
Employee Matters and Employee Benefit Plans. 7 12 (a) Schedule 3.9 contains a true and complete list of all of the employees of Krysxxx, xxch such employee's title or capacity in which employed, and such employee's annual salary or wages, and a complete list and summary of Krystal's employee benefit plans and any bonus compensation plans or policies. Except as set forth on Schedule 3.9, Krysxxx xx not a party to any collective bargaining agreement covering any of its employees.
Employee Matters and Employee Benefit Plans. (a) Schedule 3.17(a) of the Parent Disclosure Schedule sets forth the names, titles and compensation of all of the Business Employees as of September 2, 2008, including the names, current rate of compensation, employment status (i.e., active, disabled, on authorized leave and reason therefor), department, title or position, and whether full-time, part-time or per-diem.
Employee Matters and Employee Benefit Plans. (a) No Employee Plan assets or liabilities will be transferred to Purchaser or its Affiliates; rather, all such Employee Plan assets and liabilities shall be retained by the Sellers and their Subsidiaries and ERISA Affiliates, other than any Acquired Entity and any Fund Entity. The Sellers acknowledge and agree that the Sellers and their Subsidiaries and ERISA Affiliates, other than any Acquired Entity and any Fund Entity, shall be solely responsible for all liabilities arising out of or related to any Employee Plans (including liabilities attributable to periods prior to the Closing) and that Purchaser and its Affiliates shall not be responsible for any liabilities arising out of or relating to any Employee Plans (including liabilities attributable to periods after the Closing).
Employee Matters and Employee Benefit Plans. (a) Seller has delivered to Template Acquisition I a true and complete list of all of the employees of Milestone, each such employee's title or capacity in which employed, and such employee's annual salary or wages, and a complete list and summary of Milestone's employee benefit plans including, without limitation, pension plans and any bonus compensation plans or policies. Milestone is not a party to any collective bargaining agreement or agreement with a workers' council (Betriebsrat) covering any of its employees.
Employee Matters and Employee Benefit Plans. (a) No CT Employee Plan assets or liabilities will be transferred to Purchaser or its Affiliates; rather, all such CT Employee Plan assets and liabilities shall be retained by CT and its Subsidiaries and ERISA Affiliates, other than any Acquired Entity and any Fund Entity.
Employee Matters and Employee Benefit Plans. (i) Each Benefit Plan has been maintained, administered and funded in all material respects, in accordance with its terms and all provisions of applicable Laws (including ERISA and the Code). Except as set forth on Section 5.1(g)(i) of the Seller Disclosure Schedules, none of Sellers or their ERISA Affiliates have, within the past six (6) years, incurred, and no event has occurred and no condition or circumstance exists that could result, directly or indirectly, in, any unsatisfied Liability (including, any indirect, contingent or secondary Liability) of any Seller under Title IV of ERISA or Section 412 or 430 of the Code or Section 302 or 303 of ERISA.
Employee Matters and Employee Benefit Plans
